Form 990 for tax year 2022

Revenue

Part VIII, the statement of revenue.

• 1d · Related organizations

  $2,404,582

• 1e · Government grants (contributions)

  $548,034

• 1f · All other contributions, gifts and grants

  $3,150

• 1g · Noncash contributions included above

  $18,500

• 2a · Program service revenue: MANAGEMENT FEES TO EXEMPT AFFILIATES

  total $308,118,393 · related or exempt $308,118,393

• 2b · Program service revenue: EDUCATION

  total $716,462 · related or exempt $716,462

• 2f · All other program service revenue

  total $0 · related or exempt $0 · unrelated business $0 · excluded $0

• 3 · Investment income

  total $823,785 · excluded $823,785

• 5 · Royalties

  total $111,111 · excluded $111,111

• 6a · Gross rents

  real property $52,171

• 6c · Rental income or loss

  real property $52,171 · personal property $0

• 6d · Net rental income or loss

  total $52,171 · excluded $52,171

• 7c · Gain or loss

  securities $0 · other assets $0

• 11a · Other revenue: REFUNDS & REBATES

  total $575,116 · related or exempt $575,116

• 11b · Other revenue: US TREASURY RESTITUTION

  total $201,750 · related or exempt $201,750

• 11c · Other revenue: PURCHASE DISCOUNTS

  total $53,281 · related or exempt $53,281

• 11d · All other revenue

  total $1,525 · related or exempt $1,525 · unrelated business $0 · excluded $0

• 11e · Other revenue, total

  $831,672

Functional expenses

Part IX, the statement of functional expenses.

• 1 · Grants to domestic organizations and governments

  total $390,046 · program services $390,046

• 4 · Benefits paid to or for members

  total $0 · program services $0

• 5 · Compensation of officers, directors and key employees

  total $10,644,429 · program services $6,465,912 · management and general $4,178,517

• 6 · Compensation of disqualified persons

  total $776,885 · program services $471,914 · management and general $304,971

• 7 · Other salaries and wages

  total $121,796,237 · program services $73,984,594 · management and general $47,811,643

• 8 · Pension plan contributions

  total $4,888,451 · program services $2,969,468 · management and general $1,918,983

• 9 · Other employee benefits

  total $17,049,343 · program services $10,356,549 · management and general $6,692,794

• 10 · Payroll taxes

  total $8,603,793 · program services $5,226,337 · management and general $3,377,456

• 11b · Fees: legal

  total $3,845,033 · program services $0 · management and general $3,845,033

• 11c · Fees: accounting

  total $3,000,000 · program services $0 · management and general $3,000,000

• 11d · Fees: lobbying

  total $465,730 · program services $282,906 · management and general $182,824

• 11f · Fees: investment management

  total $65,218 · program services $0 · management and general $65,218

• 11g · Fees: other

  total $49,318,205 · program services $29,958,129 · management and general $19,360,076 · fundraising $0

• 12 · Advertising and promotion

  total $4,654,454 · program services $2,827,328 · management and general $1,827,126

• 13 · Office expenses

  total $8,196,751 · program services $4,979,081 · management and general $3,217,670

• 14 · Information technology

  total $59,906,355 · program services $36,389,855 · management and general $23,516,500

• 16 · Occupancy

  total $7,042,053 · program services $4,277,664 · management and general $2,764,389

• 17 · Travel

  total $702,439 · program services $426,694 · management and general $275,745

• 19 · Conferences, conventions and meetings

  total $183,927 · program services $111,726 · management and general $72,201

• 20 · Interest

  total $6,826 · program services $6,826 · management and general $0

• 22 · Depreciation, depletion and amortization

  total $8,910,713 · program services $5,412,774 · management and general $3,497,939

• 23 · Insurance

  total $2,675,454 · program services $0 · management and general $2,675,454

• 24a · Other expenses: EQUIPMENT RENTAL/MAINT.

  total $398,474 · program services $242,052 · management and general $156,422

• 24b · Other expenses: LICENSES & DUES

  total $1,359,030 · program services $825,537 · management and general $533,493

• 24c · Other expenses: MEDICAL SUPPLIES

  total $158,553 · program services $158,553 · management and general $0

• 24d · Other expenses: PHYSICIAN FEES

  total $140,835 · program services $140,835 · management and general $0

• 24e · All other expenses

  total $0 · program services $0 · management and general $0 · fundraising $0

Balance sheet

Part X, book values.

• 1 · Cash, non-interest-bearing

  beginning of year $153,238 · end of year $833,297

• 5 · Loans and receivables from officers and key people

  beginning of year $0 · end of year $0

• 6 · Loans and receivables from disqualified persons

  beginning of year $0 · end of year $0

• 8 · Inventories for sale or use

  beginning of year $417,910 · end of year $333,410

• 9 · Prepaid expenses and deferred charges

  beginning of year $22,310,514 · end of year $34,985,200

• 10a · Land, buildings and equipment: cost or other basis

  $76,423,868

• 10b · Land, buildings and equipment: accumulated depreciation

  $17,074,576

• 10c · Land, buildings and equipment, net

  beginning of year $30,064,200 · end of year $59,349,292

• 12 · Investments: other securities

  beginning of year $0

• 13 · Investments: program-related

  beginning of year $0

• 15 · Other assets

  beginning of year $143,254,560 · end of year $303,381,133

• 17 · Accounts payable and accrued expenses

  beginning of year $53,246,071 · end of year $60,201,840

• 22 · Loans and payables to officers and key people

  beginning of year $0 · end of year $0

• 25 · Other liabilities

  beginning of year $157,133,897 · end of year $351,962,044

• 27 · Net assets without donor restrictions

  beginning of year -$14,179,546 · end of year -$13,281,552

The filer's explanations (Part III)

Schedule J, Part I, Line 1a Tax indemnification and gross-up payments

FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDES GROSS-UP PAYMENTS FOR A TAXABLE TRAVEL STIPEND AND/OR EMPLOYEE RECOGNITION PROGRAM AWARD: 1 KEY EMPLOYEES 4 HIGHEST-COMPENSATED EMPLOYEES 1 FORMER

Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan

EFFECTIVE OCTOBER 1, 2020, NUVANCE HEALTH ESTABLISHED AN EXECUTIVE RETIREMENT PLAN IN ORDER TO PROVIDE NONQUALIFIED DEFINED CONTRIBUTION RETIREMENT BENEFITS TO DESIGNATED KEY MEMBERS OF ITS EXECUTIVE MANAGEMENT TEAM, SELECTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 OR TIER 2 EXECUTIVE POSITIONS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE PLAN IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. IN CALENDAR YEAR 2022, THE AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. FOR CALENDAR YEAR 2022, AMOUNTS EARNED BY KEY MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM WERE AS FOLLOWS: JOHN M. MURPHY, MD $246,036 STEVEN H. ROSENBERG $108,180 KERRY EATON $110,402 CHRISTOPHER LEHRACH $98,160 SHARON ADAMS $86,695 JEAN AHN $74,640 CAROLYN MCKENNA $69,960 GEOFFRY HOOK $54,618 DIANE KANTAROS $50,940 KATHRYN CULLINAN $50,700 JOHN DION $50,580 MICHELLE ROBERTSON $37,203 LUIS RICHARD $36,360 WAYNE MCNULTY $33,360 DANIEL DEBARBA $26,320

Schedule J, Part I, Line 7 Non-fixed payments

NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH-QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THE PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR; - TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE - TIER II, EXECUTIVE (A) - TIER II, PHYSICIAN EXECUTIVES (B) - TIER III, SENIOR LEADER (A) - TIER III, SENIOR LEADER (B) - TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: - QUALITY AND SERVICE - PEOPLE AND CULTURE - PATIENT EXPERIENCE - FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIRMENTS, IN ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED.

Schedule J, Part I, Line 3 ADDITIONAL INFORMATION

THE ORGANIZATION RELIED ON THE FOLLOWING METHODS DESCRIBED BELOW TO ESTABLISH TOP MANAGEMENT'S COMPENSATION: -INDEPENDENT COMPENSATION CONSULTANT -WRITTEN EMPLOYMENT CONTRACT FOR PHYSICIAN EXECUTIVES -COMPENSATION SURVEY OR STUDY -APPROVAL BY BOARD COMPENSATION COMMITTEE -COMPENSATION COMMITTEE

Related partnerships

Part III: related organizations taxable as a partnership, with the filer's share.

• New Milford MRI LLC

  N/A · Inactive · CT

  Directly controlled by NA

• Norwalk Surgery Center LLC

  N/A · Surgery Center · CT

  Directly controlled by NA

Related corporations and trusts

Part IV: related organizations taxable as a corporation or trust.

• Nuvance Health Insurance Company Ltd

  C Corporation · Malpractice · CJ · 100% owned · share of income $12,513,573 · share of assets $139,727,902 · controlled entity

  Directly controlled by NUVANCE HEALTH

• SWC Corporation

  C Corporation · Pharmacy · CT · controlled entity

  Directly controlled by NA

• Taconic IPA Inc

  C Corporation · Medical Care · CT · controlled entity

  Directly controlled by NA

• Vassar Health Quest Medical Practice of Connecticut Inc

  C Corporation · Medical Care · CT · controlled entity

  Directly controlled by NA